Skyward
by Thecrazyrabidfangirl
Summary: All of her life, Scootaloo has dealt with a problem that's kept her from what she wants most. Can the pony she holds in highest esteem help her to overcome her problem and achieve her greatest dream?
1. Chapter 1

_Skyward_

_Chapter 1_

"CUTIE MARK CRUSADER HANG-GLIDERS!"

The gleefully shrill cry of two fillies echoed out over the Whitetail Woods. Up on a high, high precipice overlooking the woods way down below stood three young fillies, wide and excited grins on two of their faces. All three were positioned beneath an over-sized orange hang-glider, hooves resting over the long steel handlebar and safety helmets adorning their heads. There was absolutely _no_ way this could go horribly, horribly wrong.

"This is our best idea yet!" cried Apple Bloom, her eyes wide and excited as the high-altitude wind harshly whistled through her mane.

"I'll say!" Sweetie Belle agreed as she pumped a hoof in the air, but then froze as a thought struck her. "Wait, haven't you done this with Rainbow Dash before?"

"Well, yeah Ah have," Apple Bloom replied. "But Ah didn't even get off tha ground that time, and y'all haven't tried it yet either."

"All right then! What are we waiting for?" Sweetie Belle asked as she slapped her goggles down over her eyes, her face steeled in anticipation.

"Yeah! Ya ready down there, Scootaloo?" Apple Bloom called down to her winged friend. After a moment of absolute silence, she tried again, "Uh, Scootaloo?"

Scootaloo, for her part, had been completely and utterly silent the entire time. Her normally orange face had turned a sickly ashen color as she stared out over the edge of the cliff. With a tentative prod, she tested the edge with her hoof, but immediately pulled the appendage back and began to shake violently when rocks crumbled off into the abyss at her touch.

"Scootaloo!"

Apple Bloom's third call seemed to have garnered an answer as the poor orange filly nearly jumped out of her skin. "Yeah, yeah, what, what?" she replied in a high-pitched panic as her pin-prick irises darted all over her surroundings at a dizzying pace, even crossing a few times.

"Are ya ready?"

Scootaloo managed to get a hold of herself long enough to take another long stare out into the open air. They were so high up that even the clouds were giving them incredulous looks. The young pegasus took a mighty, dry gulp as she began to wobble forward then back and from side-to-side. Casting a wary glance downwards nearly made the poor filly lose her lunch and her vision began to fade in and out of focus as she stared down at the field of trees that seemed to be a million miles below.

"I-I-I don't k-know about this, g-guys..." Scootaloo stuttered out, her face scrunching up into a terrified mess.

Apple Bloom and Sweetie Belle exchanged disbelieving looks before giving Scootaloo skeptical quirks of their brows.

"...Seriously?" Apple Bloom said, her voice an apprehensive deadpan.

"You sounded pretty confident about this while we were walking up here!" Sweetie Belle added.

"Y-yeah, w-well..." Scootaloo gulped as her mind raced for a plausible excuse. "I-I didn't think it'd be so... h-high."

The incredulous looks on the other two Cutie Mark Crusaders' faces seemed to double in intensity as they stared at the shaking pegasus.

"You _are_ a pegasus, right?" Sweetie Belle asked, both brows now quirked in disbelief.

"Seems more like a chicken to me," Apple Bloom murmured, just loud enough for Scootaloo to hear.

Offense seemed to overshadow Scootaloo's dread as some of the color returned to her face, but in the form of an angry, red tint to her cheeks. "I'm not a chicken!" she rebuked with a stamp of her hoof.

Apple Bloom rolled her eyes. "Well what do ya expect me ta say? Every time we try somethin' involvin' heights or flyin', yer always too scared ta do it. Ah thought this time around ya'd finally go through with it."

"That's- I'm- I mean..." Scootaloo stumbled over herself in an attempt to rebuttal, but she had none. With her eyes beginning to water from stress and embarrassment, Scootaloo detached herself from the hang-glider and took off back down the mountain path in a frantic gallop, her two friends watching her go with confounded expressions on their faces.

"What's with her?" Sweetie Belle asked as she watched the frightened filly's purple tail disappear around the bend.

"Ah have no idea," replied Apple Bloom, a hoof touching her chin in thought. "But Ah intend ta find out."

* * *

"Whewee!" Applejack let out a relieved sigh as she shook the sweat and dirt of a hard day's work from her mane upon entering the Apple Family farm house. "Sure could use a bath."

"Big Sis! Big Sis! Big Sis!"

Applejack let out a grunt as she was bowled over by the impact of a filly that sped at her out of nowhere.

"Well, hey there, Apple Bloom," Applejack wheezed, though cheerily, through her battered lungs.

"Ya gotta help me!" Apple Bloom said urgently as she got off of Applejack and allowed her big sister to stand back to her feet.

Applejack took a moment to readjust her stetson before peering down at the large, pleading eyes of her little sister and warmly replying, "What with?"

Apple Bloom sucked in a chest-full of air and Applejack grimaced, her ears flattening against her head as she prepared for the incoming verbal onslaught. "Well whenever we try ta do anythin' involvin' heights or flyin' Scootaloo never goes through with it even though she's always talkin' about wantin' ta do it and Ah was tryin' ta think of a way ta find out what's wrong with her but then Ah remembered how big a fan she is of Rainbow Dash and yer friends with her so can ya please please **_please_** help me an' ask Rainbow Dash ta talk ta Scootaloo fer me."

Applejack's ears straightened back up as Apple Bloom's tirade left the little filly noisily trying to refill her lungs with air and staring up at her big sister pleadingly.

"Well, Ah guess Ah can-"

Before Applejack could even finish, Apple Bloom lunged forward and latched onto her front leg in a tight, excited hug. "Oh thank ya, thank ya, thank ya!"

A warm smile spread across Applejack's snout as she patted the filly on the back. "Yeah, yeah," she said with mirth in her voice as Apple Bloom detached herself from her leg. Applejack playfully ruffled her little sister's mane with a hearty laugh, earning a mutual giggle from the little filly. "Now get along, ya little scamp." With a nod and a huge grin, Apple Bloom pranced off towards her room.

* * *

Applejack let out a grunt as she bucked her legs against an apple tree, her entire body vibrating from the impact. With a sigh, she listened to the thudding of apples falling into the wooden buckets placed strategically around the base of the tree.

"Sure is hot today," she said as she wiped beads of sweat from her forehead. The sun was mercilessly beating down on the poor, hard-working earth pony that afternoon, and there was not a single cloud in the sky to give her comforting shade. Not even the leaves of the apple trees were of any assistance. With a vigorous shake of her head, Applejack loosed her mane, which had become plastered against her neck in the heat. "Some clouds would be nice..." she grumbled through an irate scowl as a certain rainbow-maned weather pegasus flashed through her mind.

A weary sigh escaped Applejack's lips as she closed her eyes and let her head sag, stopping to take a breather. After a minute, she began to feel much cooler, curiously so. "Ahhh... that's better..." she cooed as she let out a satisfied breath. However, after a moment, it struck her as to how odd it was that it had suddenly become cooler with no shade previously in sight.

Opening her eyes to investigate this odd phenomenon, Applejack found that a fluffy, cloud-shaped shadow had surrounded her and was ever so slowly inching past her. Peering upwards, she spied that a singular cloud had appeared in the sky and was lazily floating by. Squinting her eyes, she managed to make out that there was a vaguely pony-shaped figure lounging atop it, clearly asleep.

"Speak o' tha devil," Applejack joked.

"Hey! Rainbow!"

Despite the volume of Applejack's shout, Rainbow Dash remained fast asleep on her cloud. Snorting in irritation, she called out again, louder than before, "Rainbow Dash!"

The dozing pony seemed to start at this cry and sat up on her cloud, looking about in bleary confusion. Rainbow stood to her hooves, stretched, unfurled her wings, and alighted down from the cloud to land in front of Applejack.

"Hey, Applejack," Rainbow greeted pleasantly.

Applejack looked unimpressed. "Y'know, it's awful hot today, maybe _some_pony should be doin' her job."

"But... uh... I am!" Rainbow replied with a sheepish grin as her eyes shifted around suspiciously.

"Right," quipped Applejack, her voice dripping sarcasm. "Look, Ah di'n't call ya down here ta berate ya 'bout yer job. Ah actually need a favor."

Rainbow Dash perked up at this, though she did her best to look aloof and disinterested. "Yeah? Whatca need?" she replied coolly as she inspected her hoof.

Applejack rolled her eyes at the display. "Well, Apple Bloom asked me yesterday ta ask ya if'n ya'd be willin' ta talk ta Scootaloo fer her. Apparently she's been havin' trouble with heights or somethin'."

"The Squirt?" asked Rainbow Dash as she began to look around in an unsure manner. "Well... I dunno, my schedule is pretty full today."

"With what? More nappin'?" Applejack retorted with an incredulous snort. "Rainbow, can ya think about somepony else fer once? Everypony in Ponyville knows that li'l filly idolizes tha hay outta ya. So could ya talk ta her, please?"

"Alright, alright," Rainbow relented as she put her hooves up as if she were being frontally assaulted. "Sheesh, can't catch a break," she mumbled as she turned and took to the air with Applejack returning to her own applebucking.

* * *

Scootaloo gazed out at the fading purple and gold sun from beneath the pleasant canopy of an oak tree. Her mouth was turned down into a slight frown and her overall expression was a stony scowl as her solemn gaze scanned across the horizon. But most of all, her eyes kept flickering up towards the darkening sky, following the scant few clouds that blew by across the heavens, or the birds that twittered as they flew by. Slowly raising a hoof towards the sky, she uselessly motioned at the clouds as if she were doing her best to snatch them from their lofty perch, before allowing her foreleg to fall back to her side. An indescribable feeling welled up within the young pegasus; she felt empty, incomplete, and a burning jealousy towards those that floated through the sky with careless ease. A sudden wave of despair crashed over her and caused her entire body to slump against the trunk of the tree, her eyes now focused on the green grass, but even that reminded her of what she wanted, but could not have.

Scootaloo's vision came to rest on an innocent little rock lodged in the dirt. Focusing all her pent up frustration on this piece of rubble, she lashed out with her hoof and sent it skittering out across the ground. Following it with her vision, her mouth fell open when the rock came to rest in front of a cyan hoof.

"Hey, Squirt."

Scootaloo's head slowly rose, her field of vision panning up from the hoof, to a foreleg, to an entire body, and then the head and signature rainbow mane of her idol.

"Rainbow Dash!" cried Scootaloo, her despair evaporating in an instant as she sprung to her hooves, her wings puffing out in glee.

Rainbow smiled at the positive reception as she came closer to the young filly. "How's it going, kid?"

At Rainbow's prompting question, the feelings that had been dogging Scootaloo all day came back to her, dampening her fangirly joy.

"Oh, it's been going good..." Scootaloo mumbled as she looked at the ground and scuffed her hoof in the dirt.

"Uh huh..." replied Rainbow, clearly unconvinced. Coming closer, she awkwardly spread her wing out over the dejected filly. "One of your friends told me you've been having some problems with flying?"

Scootaloo's mouth twisted into a sour glower. "Probably Apple Bloom..."

"Yeah, well," Rainbow meandered about as her wing twitched between retracting back against her body and remaining as a comfort over Scootaloo. She felt very uncomfortable at the entire situation, since when was she supposed to be a mentor? "So what's the problem, kid?" she pushed, her tone cool.

Scootaloo remained steadfastly silent, prodding and kicking at any pebbles within her reach.

A cocky grin stretched across Rainbow's snout and her eyes began to sparkle as an idea popped into her mind. "What if I showed you a few new tricks I've been workin' on? Maybe then you'll feel more like flying?" she offered, stretching her other wing in anticipation as she suddenly felt eager to show off to her usually jubilant little fan.

Scootaloo perked up ever so slightly, but only for a second, and Rainbow's grin fell when she remained in her gloomy state. "Kid, you're a pegasus, aren't you? So what's the deal?" Rainbow pushed, trying her best to sound comforting, but even as the words left her mouth she thought of how harsh and irritated they sounded.

Scootaloo cringed as if Rainbow had physically struck her, and this sudden motion caused the weather pegasus to jerk her wing back against her body. "It's nothing, alright?" Scootaloo grumbled as she slowly began to edge away from her hero, her gaze remaining transfixed on the ground and her brow furrowed in discontent.

"C'mon, kid-"

"I said it's nothing, alright?" Scootaloo yelled as she wheeled around to face Rainbow Dash, her eyes set hard in sudden anger and her stance aggressive. Rainbow was shocked by the strong outburst from the little filly and her jaw fell open as she stared in disbelief. Scootaloo instantly shook out of her anger as she realized that she had just yelled at the one pony she held above all others, and her eyes began to swim. "I-I-I..." she stuttered as her hooves began to wobble. "I'm just scared of heights!" she cried as tears began to leak from her eyes and quickly clenched them shut and jerked her head to the side so that Rainbow would not see.

Rainbow Dash was at a loss for words as shock shook her system. _'A pegasus afraid of heights?'_ she thought as Fluttershy instantly sprung to mind, but even Fluttershy would fly when she needed to. Then, it all struck her at once, how she had never even once seen the orange filly flying. "You've never flown at all...?" Rainbow cautioned.

Scootaloo slowly shook her head as a tiny sob rocked her body. "No..."

_'A pegasus that's never flown...'_ Images of herself as a filly, rocketing through the sky, filled Rainbow's mind and all the emotions she enjoyed so much about it. The adrenaline, the wind in her wings, she did not know what she would do if she could not fly. A strange kind of resolve flooded her veins and she found her features setting into hardened determination. _'That's just not right...'_

However, before Rainbow got her chance to say anything, Scootaloo suddenly turned and dashed away from her.

"Scootaloo, wait!" Rainbow called out as she reached out for the fleeing filly, but it was too late.

In almost the blink of an eye, Scootaloo had hopped onto her scooter and taken off down the road, moving surprisingly fast for a flightless pegasus. Despite this, Rainbow could have easily caught up to her if she took to the air, but something held her in her place.

The surprised crease in her brow gradually fell as her lips thinned into a hard-set line.

Even though Scootaloo was long gone by now, Rainbow's hoof remained raised, though it slowly bobbed up and down through the air as if it was not sure what to do. Finally, her hoof came to rest back on the ground and she stood, silent and motionless, her gaze fixated into the distance, where she could just barely see a trail of dust speeding along the road.


	2. Chapter 2

A certain lavender unicorn hummed a happy little tune to herself as she trotted down the main drive of Ponyville, a giddy clip-clop to her gait, and her saddlebags filled to the brim with rolls of parchment.

"All right, let's see," she said to herself, not breaking her stride as her horn lit up and a small scroll flew out of her bag to unravel in front of her gaze. "'Morning – Buy Checklist Materials'" she read off, her snout buried in the parchment. With a tentative glance towards the sky she noted that the golden orb was just about to reach its noontime apex and beamed to herself before magically pulling a quill from her bags. "Check," she confirmed cheerily. "Next, 'Noon – Make Checklist of Checklist Materi-'"

"Twilight!"

Twilight halted in her steps and she lost her magical grip on her checklist, which fell to the ground along with the quill.

Out of nowhere, Rainbow Dash practically fell from the sky and landed very ungracefully in front of the unicorn. "Twilight! Have you seen Scootaloo anywhere?"

Twilight took a moment to regain her bearings from Rainbow's slightly jarring entrance. "Um… no, I haven'-"

Before Twilight could even finish her syllable, Rainbow had dashed off with blinding speed and began to interrogate the next hapless pony to be in her line of vision.

"Have you seen a little orange pegasus?"

Twilight watched in stupefied fascination as this continued down the line through every pony that was out and about that day, until finally the pegasus galloped off in the direction of Sweet Apple Acres.

"What was _that_ all about…?"

* * *

A placid expression adorned Applejack's face as she lifted her hind legs, preparing to deliver a swift and decisive buck to the apple tree directly behind her. All was calm, all was quiet; she felt completely at ease. She really did enjoy her job, being out in nature everyday was soothing.

"Applejack!"

The earth pony was ripped from her peaceful state of mind by the sudden call, causing her to lose her balance and topple forward onto her face.

Rainbow Dash, seemingly oblivious to Applejack's state of rest, came galloping up to the downed mare and began to question her. "Have you seen Scootaloo?"

The reply Rainbow received was muffled, though distinctly irritated, seeing as how Applejack was still face-first in the dirt.

"I said-" Rainbow began, before an orange hoof shot up from the ground and stuffed itself into her mouth before she could continue.

"I heard ya tha first time…" grumbled Applejack as she lifted her face from the dirt and got back to her hooves. That was when she fully took in the sight in front of her. "Good heavens, Rainbow! What happened ta ya?"

Rainbow's eyes were filled with an indescribably alien emotion, at least for the pegasus, and she seemed unable to stand still at all, her pupils shifting back and forth in her head as if she were expecting something to appear out of nowhere at any second. Overall she looked very haggard, her breath coming in short pants and her mane frazzled.

"No time to talk, have to-"

Applejack cut Rainbow off once more by placing her hoof against her lips this time, rather than stuffing her mouth shut. "Slow down there, pardner. Get a hold o' yerself."

Rainbow took several deep breaths to get her breathing under control as she visibly calmed down and became less antsy . "Have you seen Scootaloo anywhere?" she repeated after she had fully calmed herself.

Applejack contemplated the question for a moment. "Sorry, can't say Ah hav-..." Her voice fell short as her eyes narrowed in sudden realization. "Hold on a second. 'Scootaloo'? Since when have ya been callin' her 'Scootaloo'? It's always been 'Squirt' or 'Kid' with ya. And ta boot, why do ya even care so much where she's at? Ya'll never cared much before."

Rainbow Dash was at a loss for words, her mouth opening and closing as an explanation tried to form. After a moment, she let her head fall, her gaze becoming glued to the ground. "I… I honestly don't know."

"What's gotten inta ya, Rainbow?"

Rainbow took another deep breath before she raised her head back up to level her gaze at the earth pony. "I went to see Scootaloo yesterday, just like you asked. But when I found her, she told me that she was afraid of flying and that she had never flown before. Ever."

Applejack's expression became one of bemused curiosity as she noted how Rainbow's features gradually began to fall, becoming more solemn as she spoke. The earth pony had never seen the pegasus look so... upset over something like this before.

"I don't know… it just got to me, somehow. I barely slept at all, it's just really been on my mind… A pegasus that's never flown once.…"

Applejack's eyes slowly widened as Rainbow finished speaking, her voice having become quiet and distant as she trailed off. It was all starting to make sense: Rainbow's demeanor, the look in her forlorn eyes, the tinge of sorrow in her voice that spoke far more than her words. Perhaps it showed that Rainbow had started to care about somepony other than herself.

Placing a comforting hoof on Rainbow's shoulder, Applejack broke the silence, "Well, as Ah said before, Ah haven't seen her. Ya'll should go ask Apple Bloom, she's out in her clubhouse in tha orchard," Applejack said as she pointed in the direction of the Cutie Mark Crusaders' clubhouse.

"Thanks, Applejack." With a grateful nod, Rainbow turned and galloped off deeper into the orchards.

"Go find that filly, Rainbow."

* * *

"What should we do today?" Sweetie Belle asked, her voice excitedly high-pitched.

Apple Bloom scuffed her hoof against the wood floor, her features downcast. "Ah dunno..." she replied distantly.

Sweetie Belle's mouth twisted into a worried frown. "You've been like this all day. What's with you?"

"Ah dunno..." responded Apple Bloom as she laid down on the floor, folding her forehooves beneath her chin and staring at the wooden planks of the floor as her glum expression only worsened. "Ah jus' feel bad 'bout Scootaloo."

Sitting down next to her friend, Sweetie Belle laid a comforting hoof over Apple Bloom's shoulder as her expression shifted to one of empathy. "You already asked your sister for help, so stop feeling so bad."

"Ah know, Ah know, it's jus' that Ah shouldn't o' egged her on like that, callin' her a chicken an' all."

Sweetie Belle felt the knife of guilt begin to twist inside of her as well; she had not exactly helped matters any up on that cliff. "I'm sure she's fine, Apple Bloom."

Apple Bloom raised her head, diverting her attention from the floor to the young unicorn. "Then why hasn't she come ta tha clubhouse all day?"

"I... I don't know," the filly replied awkwardly, as she truly did not have an adequate response. An uncomfortable silence enveloped the two as they just sat there, not really sure what to do or say.

"Hey! Anypony up there?"

Both fillies perked up at once and hopped to their hooves as they heard Rainbow Dash's voice outside of their clubhouse. Racing to the nearest window, they peered out and spied that the rainbow-maned pegasus was indeed standing near their clubhouse.

"Hey, Rainbow Dash!" Sweetie Belle called out as she waved her hoof enthusiastically. Rainbow Dash took this as an invitation and trotted up the clubhouse ramp and let herself in.

"What're ya doin' here?" Apple Bloom inquired as she and Sweetie Belle walked up to the mare.

"Well, I was just wondering if you two have seen Scootaloo around?" Rainbow asked, doing her best to maintain her cool composure in front of the two young ponies; she had a reputation to maintain after all. The two Cutie Mark Crusaders exchanged looks before shaking their heads in unison.

"We haven't seen her all day," answered Sweetie Belle.

"We were kinda hopin' ya'd talked ta her," Apple Bloom chimed in, traces of her previous sad state seeping into her voice.

A sheepishly awkward expression lit up Rainbow Dash's features as her ears fell back against her head as she looked around at everything but the two fillies in front of her. "Well, I did, and uh... well..." explained Dash, running her hoof back along her mane in an attempt to remain collected. "...I should probably keep looking."

With that, Rainbow Dash was out of the door in a flash, leaving the two Cutie Mark Crusaders to wonder exactly what had just happened.

"You think she'll find Scootaloo?" Sweetie Belle wondered as she cast a glance over at Apple Bloom.

"Ah sure hope so."


	3. Chapter 3

Rainbow Dash wiped her damp forehead with an exhausted hoof. It had been a tiring day for the weather pegasus. By then, the sun was just sitting on the horizon, already waning into the dull orange and bright gold that foretold of the night to come. It felt as though the day had gone by too quickly, however, as Rainbow Dash had spent all of it looking for the little orange pegasus. She had searched high and low all day long throughout the entirety of Ponyville, the Whitetail Woods, Sweet Apple Acres, even chancing a venture into the Everfree Forest for a quick and frantic search. Yet, despite her best efforts, she had turned up no trace of Scootaloo; it was as if she had disappeared off the face of Equestria.

Feeling defeat for one of the few times in her life, Rainbow Dash lazily bobbed through the sky, having given up on her search for the day. She was not even sure why she cared so much. Applejack's words from earlier that afternoon echoed through her mind, yet she still could not determine what had possessed her to want to find Scootaloo so badly. Something about the filly reminded her so much of herself, but why it meant so much to her was still a mystery.

_'Maybe Applejack is right. I've never cared much before, why start now?'_ thought Rainbow as she floated through the sky towards her cloud home. _'...No, I can't give up!'_ she thought as a realization came to her that caused her to stop mid-air; the one place she had not searched, yet the most obvious place to look.

Rainbow Dash's gaze shifted to the very outskirt of Ponyville, where she spied a mighty oak tree, a very familiar oak tree. It all seemed so obvious to her now; the one place she had not looked was where she had seen Scootaloo just the day prior. With her destination clear, Rainbow zipped through the air, hoping that she would at last find the illusive filly.

As Rainbow Dash neared, a peculiar buzzing noise filled her ears, and only grew louder and more persistent as she drew closer to the tree. _'What could that be..?'_ she wondered as she halted in mid-air.

Not willing to take any chances, she gently and quietly alighted to the ground just a short distance from her destination. Cautiously, she tip-toed closer to the source of the noise, which was now accompanied by occasional groans of exertion. Drawing close enough to take a stealthy glance from behind a concealing patch of bushes and plants, Rainbow could not help but smile at the sight that presented itself to her.

There, in the small clearing that stretched out before the oak tree, was Scootaloo. However, she was not firmly on the ground, as Rainbow had expected her to be. Instead, she was hovering just barely a foot above the ground, her tiny wings beating furiously, clearly being the source of the buzzing, and her face scrunched up from the effort. The groans too were coming from the orange filly, as she desperately forced herself inch after slow inch higher into the air, her eyes tightly screwed shut.

Rainbow watched this display with a familiar feeling of giddy excitement in her stomach, it almost felt the same as the first time she had ever flown. But, rather than for herself, she felt it for Scootaloo, an empathy that felt foreign to the weather pegasus. She was so used to living in the moment, living for herself, that her mind did not even stop to contemplate the fact that a voice in her mind was rooting the filly ever upwards, her fuchsia orbs glued to Scootaloo as she rose. If somepony had walked by at that very moment, they would have sworn they were witnessing a proud mentor watching her pupil's attempt at first flight.

Then, the placid scene shattered.

Scootaloo peaked one eye open when she was a good eight feet off the ground, and her entire body went rigid in fear as both eyes went wide with terror. She let out a tiny squeak as her wings froze and she began to plummet towards the ground with a piercing cry. Rainbow Dash was shaken out of her reverie and, without a moment's thought, leapt through the brush towards the falling filly.

Scootaloo was confused when, after a moment, she did not feel the hard, unforgiving ground unmercifully slamming against her body. Rather, she felt a soft warmth that enveloped her entire body, a rather... feathery softness. Blinking her eyes open, Scootaloo saw that, instead of the ground, she was laying atop none other than Rainbow Dash, who had caught the young pegasus on her back, using her wings as cushions.

"R-Rainbow Dash?" Scootaloo squeaked just before Rainbow Dash extended her wing to the ground, acting as a ramp for Scootaloo to slide off her back.

Scootaloo stood to her hooves and ruffled her feathers as Rainbow Dash turned around to face her. "You alright?"

The full weight of the embarrassing situation struck the filly all at once as Dash's gaze seemed to bore into her, and she did her best to collapse in on herself, her face a glowing crimson. "Um... Yeah..." she murmured as she brought a tiny wing up to hide her face, which did a poor job of it.

"Wanna tell me what happened?" Rainbow asked rhetorically as she had been there to see exactly what had happened.

"I-it... Nothing..." Scootaloo mumbled, her eyes slowly rolling around in her head as she looked at everything and anything but her idol.

"It didn't look like nothing to me."

Scootaloo jerked to attention at this, her wing retracting in a flash as her eyes filled with fear and shame. "Y-you were watching?!"

Rainbow Dash simply nodded, which caused Scootaloo to deflate into a puddle of embarrassment on the ground. "I-I was just trying to fly..." she mumbled into her hooves, her depressed gaze fixated squarely on the grass.

Dash let out a sigh and knelt down next to the filly before placing a comforting hoof on her head. "You were pretty good," she said, a warm air of encouragement in her voice. "Not as good as me, of course," she added quickly, unable to help herself as a self-satisfying grin twitched at her lips. Then she remembered why she was there and stuffed her pride away. "But still pretty good."

Scootaloo raised her gloomy gaze up to meet Rainbow's. "Ya think so...?"

"Yeah, you were great even!" Rainbow Dash replied with confident pep, laying on the charm and support.

However, this did not seem to have any effect on the young pegasus as her gaze fell once more to the ground. "Sure doesn't feel that way..." she mused quietly. "I just want to fly, but I can't... Whenever I get up too high my wings always lock up." As Scootaloo spoke her eyes gradually rose up to look at the near-night sky, the stars having already begun to come out from behind the veil of fading sunlight.

Tears began to shimmer in her eyes as she looked mournfully up into the domain of her kind, yet the very place she had never been. "I just want to fly..."

Rainbow Dash did not know what to say; the normally blunt and tactless pegasus was at a loss for words. _'She really wants to fly that badly?'_ she thought as she looked down at the filly. _'But what can I do if she's so scared?' _A pang of sadness struck her heart, she knew she should do something, but she did not know what.

Then, a brilliant idea struck her like lightning, causing her lips to curl up into a delighted smile.

"Hey, Scootaloo."

Scootaloo's attention snapped back up to her hero, her eyes wide with wonder, partly because Rainbow had spoken, but primarily because she had addressed her by her name.

"Wanna go for a ride with me?"

Scootaloo's spirit instantly soared, her eyes growing larger in disbelief before lighting up with excitement and admiration. "Oh boy, do I ever!" she said as she gave a little hop of joy.

Rainbow Dash chuckled at the filly's radical change in demeanor. "Well, c'mon, hop aboard," she offered as she knelt down on the grass, extending her wings out to either side to allow the young pegasus room.

Scootaloo was quivering with delight as she lost no time in scrambling onto Rainbow Dash's back, laying down and wrapping her hooves around the pegasus' sides securely.

With her passenger safely aboard, Rainbow rose back up, her wings standing at attention

"Hold on tight," Rainbow cautioned as she bent her legs and pushed up and off the ground, flapping her wings to take flight. A tremor ran through Scootaloo and she buried her face in Rainbow's mane, digging her hooves into her sides upon take-off as all of her excitement pooled into sickening anxiety in her stomach. Rainbow did not mind, however, and continued to soar up into the sky, now stained purple from the fading light of the setting sun. A small smile gradually began to form on her features as she felt Scootaloo tentatively raise her head, but immediately bury it back into her mane as the younger pegasus began to tremble.

"There's no reason to be scared," comforted Rainbow as she cast a sidelong glance back at Scootaloo. Raising her head once more, Scootaloo's purple orbs met Rainbow's fuchsia ones and the filly instantly felt at ease, relaxing her tight grip on Rainbow's sides. It was then that Scootaloo really looked around for the first time and truly took in the fact that she was in the air. A curious emotion began to well up within her, one that she had never felt before. Rainbow could see it in the young filly's eyes, a sparkle that only came from experiencing the joy of flight. All of this was so new to Scootaloo, the wind blowing through her mane and caressing every feather in her wings.

_'She ain't seen nothin' yet.'_ Rainbow she set her gaze back towards the horizon and cocked a grin, eagerly licking her lips as her entire body tensed up. "Hold on!"

"For wha-?"

The force of Rainbow Dash dramatically banking up and into the sky made the young filly's stomach drop out and cut her question short as she was pressed down against the pegasus' back. Fear wrapped around her once more and squeezed tight, but she resisted the urge to screw her eyes shut, even as they shot up higher and higher into the stratosphere, with Rainbow Dash gaining more and more speed by the minute. Both of their manes flailed violently in the harsh, rushing wind, which pinned their ears back against their heads and would have chilled any other pony to the bone. Scootaloo, though, did not feel the drop in temperature in the slightest; she was not sure whether it was because pegasi were naturally attuned to high altitudes or if it was the comforting warmth radiating from Rainbow Dash that blocked the icy cold.

Just as they were about to break through the cloudline, Rainbow banked downwards in a dramatic arc which caused Scootaloo's stomach to jump up into her throat. Now, instead of the peak of the sky, the ground was fast approaching. To Scootaloo's surprise, she felt no fear grip her, but rather felt more exhilaration than she had in her entire life envelope her in an intense embrace. Rainbow Dash gave a quick glance back at her passenger, having felt the pressure of her hooves let up slightly. Part of her was afraid that her impromptu descent had caused the filly to pass out, but she was delighted to see that, rather than horror, a large, breathless smile had spread over Scootaloo's features to match the joy in her eyes.

Just before they would have reached the ground, Rainbow Dash pulled back from her dive and leveled out her flight path, decreasing her rapid speed. Instead of the rushing, violent wind, a soft and gentle breeze now tousled both her and her passenger's manes as she slowly drifted from side to side in the evening air. Scootaloo's wide-eyed excitement began to mellow down into comfortable, passive joy as she relaxed against her hero and enjoyed her first venture into the air in a soothing manner rather than the pulse-pounding exhilaration from just moments ago.

The orange filly buried her muzzle into Rainbow's mane, inhaling the spicy-sweet scent and basking in the entire situation; she feared that at any moment she would wake up, for what she was experiencing at that very moment was truly a dream come true: drifting among the clouds with her idol. Rainbow glanced back at the little filly on her back and could not help but smile. Something had changed in the rainbow pegasus, she did not know what, why, or when, but bringing Scootaloo joy had brought her joy as well.

"Hey, Scootaloo."

Scootaloo perked up, now aware that Rainbow was looking over her shoulder at her.

"Wanna fly with me?"

An insurmountable feeling of happiness began to swell within the filly's chest, and she could not help the bright, gleaming smile that grew on her lips.

"Would I ev-!"

But, harsh reality came back to haunt Scootaloo as it reminded her of the crippling fear which prevented her from doing what she desired more than anything. Grim despair replaced the joy on her face with a somber frown and gloomy, downcast eyes.

"I... I can't..." she stammered, a fearful tremble in her voice.

Rainbow observed this not unexpected change in emotion play out on the filly's features and put on the most encouraging smile she possibly could. "Don't be scared. You can do it, Scootaloo," she replied, her voice full of pep and confidence.

Peering down at the far ground, Scootaloo began to tremble slightly as she audibly gulped. "A-are you sure?"

"I'm always sure," replied Dash with a grin, never one to be lacking in humility.

Rainbow gradually slowed her speed until she came to a full stop, hovering mid-air with only the soft beating of her wings to keep herself afloat and steady. Scootaloo looked to the ground once more, which seemed to zoom in and out of her anxiety-fueled focus. Rainbow kept her gaze trained forward, though, monitoring Scootaloo only from the corner of her eye so as to not put any more pressure on her.

Screwing her eyes shut and swallowing her thumping heart, Scootaloo stretched her wings out and gave a tentative flap. Her wings felt like rusty iron in their stubborn refusal to move, but the next beat came more naturally as the fearful rust began to chaff off. The orange pegasus swallowed again, her throat strangely feeling dryer for it.

"I can do it... I can do it..." she began to mutter to herself as she looked down once again, feeling beads of sweat beginning to form on her coat. Rainbow's very presence began to give the little filly confidence and she felt her grip on the older pegasus loosen as she beat her wings again, a quiet hum turning into a light buzzing. Steeling her resolve, Scootaloo at last released her grip on Rainbow and squeezed her eyes shut. With her only anchor gone, the motion of her wings took over and she slowly began to rise into the air, her stomach filling with a curiously empty feeling as her body felt lighter.

A foreign emotion surged through Rainbow Dash as she glanced back to see Scootaloo taking flight. She could not quite place what the emotion was, but she knew it made her feel happy and fulfilled in a way to see the little filly in the air. With a smile that reflected the new emotions flaring up within her, Dash gradually moved forward as Scootaloo rose higher, turning to face the younger pegasus and watching as she hit a peak in her rise and steadied herself in the air.

Opening her eyes, Scootaloo looked around at the vast, open skies that she was now afloat in, the buzzing of her wings keeping her safely stationary. Wide-eyed and mouth agape with joy, the filly snapped her head back and forth as she took in the infinite horizons to either side.

"Rainbow Dash, Rainbow Da-!" she cried out in excitement as she looked down at the older pegasus. In doing so, however, she looked straight down at the ground, and all the color drained from her face. Before she could even think to stop it, her wings stiffened in fear, and with no force to keep her afloat she instantly began to fall.

"Whoa!" Rainbow exclaimed as she dashed forward in time to catch Scootaloo under the forelegs, leaving her hind legs to dangle limply in the air. "You alright?" Rainbow asked as Scootaloo drearily stared at her chest rather than at her face.

"Y-yeah..." she managed as her rigid wings began to relax.

Rainbow chuckled lightly to relieve the tension, which had an immediate and evident effect on the filly as her expression lifted. "Maybe we should try that again? I'll hold your hoof this time."

A shy, little smile formed on Scootaloo's features as she looked directly up into her idol's encouraging face. "Alright."

"Great!" Rainbow said with her usual confidence. Scootaloo began to flap her wings again, quickly and easily bringing them up to speed. Dash could feel that the filly had gained enough momentum to keep herself afloat and cautiously released her, keeping her left hoof hooked under Scootaloo's right foreleg long enough to flit around to her side, where she slid her hoof down and securely wrapped it around Scootaloo's. Dash glanced down at Scootaloo at exactly the same time that Scootaloo glanced up at her. "Ready?"

"Ready." Scootaloo, now firmly steadied by her own wing beats and by Rainbow's helping hoof, leaned forward into the air currents, prompting Rainbow to do the same. Lined up side-by-side, Rainbow pressed forward, flapping her wings back to give herself forward momentum, but not too much as she knew Scootaloo's fears coupled with her underdeveloped wings would mean she would lag behind at first.

Sure enough, for the first few moments of forward motion, Scootaloo was dragged along rather than flying on her own. Rainbow felt Scootaloo's grip on her hoof tighten immensely as they began to sail along, and glancing over, saw that the filly's eyes were wide with fright as she peered directly down at the ground. Despite this, her wings never locked up or halted in their movement. Dash was not completely sure why this was, but she had a sneaking suspicion as her eyes scanned over to their coupled hooves and felt the filly's grip tighten again.

Rainbow reciprocated the motion and squeezed back reassuringly, breaking Scootaloo out of her fear-induced downward trance. "Don't worry, I got you, Scootaloo. Just keep your eyes on the horizon." Scootaloo gazed at Rainbow's genuine expression until the older pegasus pointed her free hoof towards the golden-purple horizon to reinforce her statement.

"Don't think about the ground, just think about the air, the freedom."

The encouraging words, coupled with Rainbow's presence and the serene surroundings, were all Scootaloo needed as her body tensed up and her gaze narrowed towards the distance. Doing her best to mentally block the ground, Scootaloo thought of nothing but the cool air that caressed her coat, the fluffy clouds, and the soothing wind that gently breezed through her mane and tickled her ears. And, most important of all, the fact that she was there with Rainbow Dash.

Rainbow chuckled lightly, causing Scootaloo's attention to be diverted back to her. "And don't tense your body up so much. Relax. Let the air carry you. You're a fish in the ocean, not a rock in the sea." Scootaloo laughed as Dash wriggled her body through the air like a fish, and both mare and filly shared an amused giggle.

Following her advice, Scootaloo relaxed her body and let her body float with the breeze. With her body less tense and her mind more at ease, she could actually began to truly feel the air beneath her wings, caressing each and every feather in them.

"Good!" encouraged Dash as she eyed the change in Scootaloo's demeanor. "Now, let's see if you can keep up!"

Rainbow Dash immediately increased her speed, eliciting a surprised squeak from the young pegasus at the sudden move. She was careful not to speed up too much, as she did not want to overwhelm the filly. Even so, she knew that the best thing to do for Scootaloo was to push her, even if a little. She was delighted to see that her instincts were correct when, instead of lagging behind, Scootaloo began to speed up to match Rainbow's speed. They were in no way going nearly as fast as Rainbow could go, or even as she was used to casually going, but for a pegasus that had only a short time ago been terrified by the thought of flying at all, it was a vast improvement. Now, instead of terror, sheer joy shone on Scootaloo's feature, her eyes wide and filled with sparkling excitement and her mouth wide with inexpressible joy. It was enough that Rainbow Dash could not help but smile with her.

"Scootaloo."

Scootaloo, brought from her reverie, glanced over at Rainbow.

"Look." Dash held up her left hoof, free of Scootaloo's grip.

Scootaloo flexed her hoof, and sure enough it was no longer in Rainbow's grip. She did not know for how long it had been like that, but all she knew was that she was now flying on her own. Upon this revelation, to her surprise, she did not feel her wings lock up, nor did she feel herself begin to fall to the ground.

"I-I'm flying..." she stammered in shock as her mind slowly took everything in. Then it clicked. Scootaloo flipped in the air, filled with too much exhilaration to even stop and think about being scared of what she was doing.

"I'm flying!"


End file.
